every bit the friendly next-door neighbor but there is evil brewing inside actor Bill Paxton, a dark side audiences haven't seen before. And revealing that other side creatively couldn't please the 46-year-old Paxton any more. It is the beginning of a new dream for Paxton, the dream of finally becoming a filmmaker. And what better way to start off that dream than directing an eerie, disturbing tale of a man set on ridding the world of all evil by destroying the demons on this plane of existence who are posing as ordinary men and women. Paxton, who also stars in the film along with Matthew McConaughey and Powers Boothe, had been looking for just the right project to launch his directing aspirations and he found FRAILTY to be the perfect vehicle for him.

"When I was a boy growing up I remember my father took my brother and I to see HUSH... HUSH, SWEET CHARLOTTE," says Paxton. "It gave me nightmares for months. My father had a sense of the macabre and he loved dark stories like Edgar Allan Poe and those types of films. And from a pretty early age I was exposed to that stuff, so now it's all coming out."

What first appealed to Paxton in the film's script format - besides the horror, suspense and mystery - was FRAILTY's "neoclassical roots" and an open-ended interpretation left for the director's imagination.

"It gave me a sense as a filmmaker [of] a license to do something stylized," says Paxton.

and feel of the film were very important to Paxton who decided to go with the old classic Hollywood studio look and stay clear of showing too much blood and gore. Instead, Paxton opted for a more implied violence which he believes the great filmmakers of Hollywood's past, such as Alfred Hitchcock and Robert Aldrich, always utilized.

"I am not the first person to use this device but I thought early on the way to do this movie would be to do what a lot of the masters of this genre had done early on in the '50s, '60s and '70s," explains Paxton. "Not that I was trying to compare myself in any way to these great masters but I was saying, 'How would they do it?'"

Keeping that horror-esque feel throughout the film was rather easy according to Paxton, and he even says the overall experience of directing himself in the film was a lot less nerve-wracking than some might think.

"I felt this role was in my tenor," says Paxton. "It wasn't a big stretch for me. It was a risky part to play but I am a dad, I've got two children and I've always had a close relationship with my father and brother so I always relate to stories about brothers. I think my best work has been playing a sibling. I can relate to that part very easily."

as examples of brotherly parts he's had that he feels proud of and playing the role of a dad in this film was part of the reason why he wanted to direct FRAILTY.

"I also made FRAILTY to make an opportunity for myself," he says. "I felt like the last great character lead I had was with A SIMPLE PLAN and I like those regional dramas. I am a regional actor in many ways."

Granting and guaranteeing him a good role by shepherding the film was something Paxton probably won't do with his next project.

"Weirdly enough the next thing I want to direct is a completely different film," says Paxton. "It's a British romantic comedy that I wouldn't be in."